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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number 33-22011-A
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
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(Exact name of Small Business Issuer as specified in its charter)
Florida 59-2858209
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(State of incorporation) (I.R.S. Employer Identification No.)
4900 North Habana Ave., Tampa, FL 33614
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number,
including area code: (813) 854-4668
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding at September 30, 1998
Common stock, par value $1.00 per share 430 shares
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Documents incorporated by reference
NONE
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TABLE OF CONTENTS
FORM 10-QSB/A QUARTERLY REPORT - September 30, 1998
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3 - 11
Item 2. Management's Discussion and Analysis or
Plan of Operation 12 - 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security
Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
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General and administrative expenses increased during the first nine months of
1998 and during the third quarter of 1998 compared to the same periods of 1997.
The increase in expenses resulted from an increase in legal and consulting fees
which related to a review of strategic planning options for the Company and an
increase in consulting fees which related to a review of the operations of SDS.
It is anticipated that over the near term, general and administrative expenses
will continue to be incurred at comparable levels.
Salary expense remained consistent with the same time period of 1997.
Expenditures incurred relate to the compensation paid to the executive
director.
During the third quarter of 1998, the Company had net income of $29,607.
Therefore, the net income per common share was $69 for the third quarter of
1998. The net income per common share for the third quarter of 1997 was $4 per
share. This increase in the net income per common share for the third quarter
of 1998 resulted from an increase in net income, which was attributable to the
factors described above.
Several new laws and regulations affecting the healthcare industry were adopted
and additional regulations were proposed, at both the state and federal levels,
during the last several years, including 1996, 1997, and 1998. Additional
healthcare reform legislation also is being considered at the federal level.
All of the legislation and regulation could have a significant adverse impact
on the Company, its related investments and the stockholders of the Company.
The Company is continuing to monitor and evaluate the impact of such changes in
laws and regulations.
Year 2000
The Company is aware of the issues associated with the programming code in
existing systems as the year 2000 approaches, and it has developed an
implementation plan to resolve this issue by June 30, 1999. This plan involves
the assessment of whether the Company's hardware system and accounting software
are year 2000 compliant. The Company currently operates only one PC and runs
only widely-used "off the shelf" third party software. The Company believes
that, if it is determined that the hardware and/or software are not year 2000
compliant, then the cost to replace either the hardware or the software would
be insignificant. Furthermore, the Company believes that, if the hardware
and/or software are not made Year 2000 compliant, then the Company would have a
short-term information gap until new hardware and software are purchased, but
the information gap would not have a material adverse impact on the Company,
its financial condition or its results of operations.
The Company also is making inquiries as to the Year 2000 readiness of third
parties (including SDS, SJHN, BayCare Health Network, Inc. And St. Joseph's
Preferred, Inc., each of which are health care networks in which the Company's
shareholders participate on provider panels, and other unrelated third parties)
that could cause a material impact on the Company. The Company has received
some preliminary information concerning the status of third parties and
anticipates initiating more extensive inquiries. However, there can be no
assurances that computer systems of any third party, whether related or
unrelated, will be Year 2000 compliant, or that any failure to be compliant
will not have a material adverse impact on the Company, its financial condition
or its results of operations.
In addition, the Company believes that a significant number of the shareholders
of the Company acquired stock in the Company for the purpose of being eligible
to participate in certain activities that are available only to shareholders of
the Company (e.g., participation on the provider networks of St. Joseph's
Preferred, Inc., BayCare Health Network, Inc. And SJHN). It is possible that a
Year 2000 compliance failure by St. Joseph's Preferred, Inc. BayCare Health
Network, Inc. or SJHN, or a third party with which any of these entities
contracts, could have a material adverse impact on the individual shareholders
who participate in the various provider panels operated by these entities, even
though the compliance failure would not have a material adverse impact on the
Company, its financial condition or its results of operations. Whether or not
any such adverse effect occurs is beyond the control of the Company, and the
extent of the adverse effect will depend upon the individual shareholder's
particular circumstances.
At this time, the Company does not believe that it is necessary to have a
contingency plan for the Year 2000 issue. However, this need will be
continuously monitored as the Company receives more information about the
preparations of third parties.
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SIGNATURES
January 26, 1999
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
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(Registrant)
Date: January 26, 1999 /s/ Anthony Brannan, M.D.
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Anthony Brannan, M.D., President
St. Joseph's Physician Associates, Inc.
Date: January 26, 1999 /s/ William Luria, M.D.
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William Luria, M.D., Treasurer and
Principal Financial Officer
St. Joseph's Physician Associates, Inc.
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